SCHEDULES

[F1 SCHEDULE [F2 15B] U.K. PROVISIONS SUBJECT TO WHICH SS. 425–427 HAVE EFFECT IN THEIR APPLICATION TO MERGERS AND DIVISIONS OF PUBLIC COMPANIES]

Textual Amendments

F1 Sch. 15A (old) inserted by S.I. 1987/1991, reg. 2(c), Sch. Pt. II

F2 Sch. 15A renumbered by Companies Act 1989 (c. 40, SIF 27), ss. 114(2), 213(2)

[F3 Transferee company or companies holding shares in the transferor company] E+W+S

Textual Amendments

F3 Sch. 15A (old) inserted by S.I. 1987/1991, reg. 2(c), Sch. Pt. II

F4 14 (1) Where the scheme is a Case 1 Scheme and in the case of every transferor company concerned ninety per cent. or more (but not all) of—

(a) the shares in that company, and

(b) such securities of that company (other than shares) as carry the right to vote at general meetings of that company,

are held by or on behalf of the transferee company, section 427A and this Schedule shall apply subject to the following sub-paragraphs.

(2) The court may sanction a compromise or arrangement under section 425(2) notwithstanding that—

(a) any meeting otherwise required by paragraph 1 has not been summoned by the transferee company, and

(b) paragraphs 2(1)(c) and 3(e) have not been complied with in respect of that company,

if the court is satisfied that the conditions specified in the following sub-paragraph have been complied with.

(3) The conditions referred to in the previous sub-paragraph are the same conditions as those specified in paragraph 10(2), save that for this purpose the condition contained in paragraph 10(2)(b) shall be treated as referring only to the documents listed in paragraph 6(1)(a), (d) and (e).

Textual Amendments

F4 Sch. 15A (old) inserted by S.I. 1987/1991, reg. 2(c), Sch. Pt. II